Shchegolev Oleg 4

What Happened

• Oleg Shchegolev, a reported 10% owner of SEMrush Holdings, sold 200,000 shares of the company's Class A common stock in open‑market transactions on March 9, 2026.
• The weighted average sale price was $11.93 (individual trades ranged $11.93–$11.94), for total gross proceeds of approximately $2,386,000.
• This transaction is a sale (not a purchase), which is often routine and does not necessarily indicate management sentiment.

Key Details

• Transaction date: March 9, 2026. Filing date: March 10, 2026 (timely).
• Price: weighted average $11.93; reported range $11.93–$11.94. Proceeds ≈ $2,386,000. (F1)
• Portion of the sold shares represent vested restricted stock units (RSUs) that convert to one share each upon vesting. (F2)
• The shares sold are owned through entities/trusts (The Oleg Shchegolev Irrevocable Non‑Exempt Trust of 2020 and Shchegolev Holdings, LLC); the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest. (F3, F4)
• The filing notes the transaction "may be deemed matchable" under Section 16(b) and states the reporting person has agreed to voluntarily disgorge to the issuer any short‑swing profit as determined for Section 16(b). (Remarks)

Context

• As a 10% owner (not an employee/executive trade disclosure), these sales reflect holdings moved by trust/LLC vehicles rather than necessarily trading by a corporate officer.
• The filing clarifies mechanics related to prior contributions to and redemptions from an ETF and explains potential Section 16(b) implications; the reporter agreed to disgorge any short‑swing profit if required.
• For retail investors: purchases are generally more informative than routine sales; this report documents a sizable liquidation from trust/LLC holdings but does not state any insider change in ownership percentages or intent beyond the disclosed transactions.